These Terms and Conditions of Sale and Service (“Terms”) govern the sale of Products and Support and the license of Software by SepSolve Analytical Ltd (“SepSolve”). By entering into a sale arrangement with SepSolve Analytical Ltd, you hereby agree to honour the below terms and conditions unless both parties agree otherwise.
a. “Delivery” means the date when SepSolve places the Product(s) at Customer’s or Customer’s representative’s disposal at the location agreed to by SepSolve and Customer, or at the location specified in the quotation or order acknowledgement.
b. “Product(s)” means any hardware sold or Software licensed under these Terms. “Custom Products” means Products manufactured or configured to meet Customer requirements.
c. “Software” means one or more computer programs in object code format, whether stand-alone or bundled with other Products, and related documentation provided to Customer under these Terms.
d. "Specifications” means specific technical information about Products which is published by SepSolve in effect on the date SepSolve ships the Customer’s order.
e. “Support” means any standard service such as: hardware maintenance and repair; Software updates and maintenance; or training. “Custom Support” means Support adapted to meet Customer requirements.
a. Prices are ex-works unless otherwise specified by SepSolve in the quotation.
b. Prices are valid for the period indicated on the quotation.
c. Prices exclude any sales, value added or similar tax which will be payable by Customer in addition to the purchase price if applicable. If exemption from taxes is claimed, Customer must provide a certificate of exemption.
3. ORDERS AND RETURNS
a. All orders are subject to acceptance by way of an Order Acknowledgement from SepSolve.
b. Customer may cancel orders for Products (except Custom Products) prior to shipment at no charge. Cancellation of orders or rescheduling shipment for Custom Products will be subject to SepSolve’s approval. Product returns will also be subject to SepSolve’s approval and return/refurbishment charges, typically 20% of the order value. This does not affect Customer’s statutory rights.
c. SepSolve reserves the right to charge for any additional documentation required which is specific to the Customer’s order. Such charges may include, but not exclusively, notarising fees, certificate of origin fees and certificate of conformity fees.
4. SHIPMENT AND RISK OF LOSS
a. SepSolve will make reasonable efforts to meet Customer’s Delivery and shipment requirements. If SepSolve is unable to meet Customer’s Delivery and shipment requirements, alternative arrangements may be agreed. In the absence of such agreement, Customer’s sole remedy is to cancel the order.
b. Title to all Products remains with SepSolve until the Customer has paid the purchase price in full. The Customer may not impawn unpaid goods or transfer title in unpaid goods by way of security. Ownership therefore rests with SepSolve regardless of delivery until paid, however once taken possession of, the Product remains under the care of the Customer, and as such the customer should make every reasonable effort to ensure the safekeeping and care of said Product until payment.
c. On request the customer shall make every effort to assist SepSolve in obtaining any applicable export documentation.
d. Terms of shipping are either DAP or EXW (Incoterms 2010), Llantrisant, UK unless otherwise agreed.
5. INSTALLATION AND ACCEPTANCE
a. For Products with installation included in the purchase price, acceptance by Customer occurs upon completion of installation by SepSolve. For Products without installation included in the purchase price, acceptance by Customer occurs upon Delivery.
b. If Customer schedules or delays installation by SepSolve more than 30 days after Delivery, Customer acceptance of the Product(s) will occur on the 31st day after Delivery.
a. Credit payment terms may be offered subject to SepSolve credit approval. If accepted, payment is due 30 days from SepSolve’s invoice date. Invoices for contractual Support will be issued in advance of the Support period. SepSolve may change credit or payment terms at any time should Customer’s financial condition or previous payment record so warrant.
b. SepSolve may discontinue support if Customer fails to pay any sum due, or fails to perform under this or any other SepSolve agreement if, after 10 days written notice, the failure has not been cured.
c. Payment of debt is subject to any local legislation regarding the recoverability of commercial debts, including but not limited to the EU Directive 2011/7/EU, whilst SepSolve also reserves the right to charge interest where there is delayed payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
d. Where payment terms are agreed as letter of credit, a draft version should be presented to SepSolve prior to issuance for confirmation and review.
a. Each Product purchased will include a warranty that is the warranty for the country of purchase. If the Product is moved to another country the warranty may be invalidated. Customers should contact SepSolve for further information regarding this before moving the product.
b. Product warranty information is available with products, on quotations, or upon request. The warranty period begins on Delivery or the date of installation if installed by SepSolve. If Customer schedules or delays installation by SepSolve more than 30 days after Delivery, the warranty period begins on the 31st day after Delivery. Customer may receive a different warranty when the Product is purchased as part of a system or as an ex-demonstration model.
c. SepSolve warrants hardware Products against defects in materials and workmanship. SepSolve further warrants that hardware Products conform to Specifications.
d. SepSolve warrants that Software will not fail to execute its programming instructions due to defects in materials and workmanship when properly installed and used on the hardware designated by SepSolve. SepSolve further warrants that SepSolve-owned standard Software will substantially conform to Specifications. SepSolve does not warrant that Software will operate in hardware and software combinations selected by Customer, or meet requirements specified by Customer.
e. SepSolve does not warrant that the operation of Products will be uninterrupted or error-free.
f. If SepSolve receives notice of defects or non-conformance as defined in Sections 7(c) and 7(d) during the warranty period, SepSolve will, at its option, repair or replace the affected Product(s). Customer will pay expenses for return of such Product(s). SepSolve will pay expenses for shipment of repaired or replacement Product(s).
g. SepSolve warrants that SepSolve Support will be provided in a professional and workmanlike manner.
h. Some newly manufactured SepSolve Products may contain, and be supported by, remanufactured parts. These parts are equivalent to new in performance and as such are subject to our standard warranties.
i. The above warranties do not apply to defects resulting from: improper or inadequate maintenance, repair or calibration by Customer; Customer-supplied or third-party-supplied hardware or software, interfacing or supplies; unauthorised modification; improper use or operation outside of the Specifications for the Product; abuse, negligence, accident, loss or damage in transit; or improper site preparation.
j. THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. SEPSOLVE SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
a. Customer may order Support from SepSolve’s current Support offering as available. Orders for Support are also subject to the Product specific Support terms and the terms indicated on the quotation.
b. To be eligible for Support, Products must be at current specified revision levels and, in SepSolve’s reasonable opinion, in good operating and serviceable condition.
c. Product relocation may result in additional Support charges and modified service response times. Support of Products moved to another location is subject to availability.
d. Customer is responsible for removing any products not eligible for Support to enable SepSolve to perform Support services. Additional charges, computed at SepSolve’s standard rates, may be incurred for any extra work caused by such products.
e. Support does not cover any damage, defects or failures caused by:
• use of non-SepSolve media, supplies and other products;
• site conditions that do not conform to SepSolve’s site specifications; or
• neglect, improper use, fire or water damage, electrical disturbances, transportation, work, or modification by non-SepSolve employees or subcontractors, or other causes beyond SepSolve’s control.
f. Customer is responsible for maintaining a procedure external to the Products to reconstruct lost or altered Customer files, data or programs. Customer will have a representative present when SepSolve provides Support services at Customer’s site. Customer will notify SepSolve if Products are being used in an environment that poses a potential health hazard to SepSolve employees or subcontractors. SepSolve may require Customer to maintain such Products under SepSolve supervision. In addition, if Products are to be returned to SepSolve for repair or service, Customer must warrant that there are no potential health hazards to SepSolve employees or subcontractors due to residual sample, calibrant or similar in the Product.
g. If the contract is cancelled within the first 60 days a refund shall be provided; should any service work be carried out before cancellation then the customer will be billed at the current rate, or such sum shall be retained from the refund of contract payment.
a. SepSolve grants Customer a non-transferable, worldwide, non-exclusive license to use the Software for internal purposes in accordance with the documentation provided with the Software. Such documentation may include license terms provided by SepSolve’s third party suppliers, which will apply to the use of the Software and take precedence over these license terms. In the absence of documentation specifying the applicable license, Customer is granted the right to use one copy of the Software on one machine or instrument, or as otherwise indicated on the quotation.
b. The Software is owned and copyrighted by SepSolve or its third-party suppliers. SepSolve and its third-party suppliers retain all right, title and interest in the Software. SepSolve and/or Third-party suppliers may protect their rights in the Software in the event of any violation of these license terms.
c. Customer will not disassemble or otherwise modify the Software without written authorisation from SepSolve, except as permitted by law. Customer may not copy the Software onto any public or distributed network.
d. SepSolve may terminate Customer’s license upon notice for breach of these license terms. Customer must destroy all copies of the Software immediately upon notice of termination.
10. LIMITATION OF LIABILITY AND REMEDIES
a. In no event will SepSolve, its subcontractors or suppliers be liable for special, incidental, indirect or consequential damages (including downtime costs, loss of data, restoration costs, lost profits, or cost of cover) regardless of whether such claims are based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages. This exclusion is independent of any remedy set forth in these Terms.
b. The remedies in these Terms are Customer’s sole and exclusive remedies.
a. SepSolve will not be liable for performance delays or for non-performance, due to causes beyond its reasonable control.
b. If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned or suffers or commits any similar action, the other party may cancel any unfulfilled obligations.
c. Customer who exports, re-exports or imports Products, technology or technical data purchased hereunder, assumes responsibility for complying with applicable laws and regulations, and for obtaining required export and import authorisations. SepSolve may suspend performance if Customer is in violation of applicable laws or regulations.
d. Disputes arising in connection with these Terms will be governed by the laws of England and Wales and the English Courts will have jurisdiction, except that SepSolve may, at its own option, bring suit for collection in the country where the Customer is located.
e. Provisions herein which by their nature extend beyond the termination of any sale or license of Products or Support will remain in effect until fulfilled.
f. Neither party’s failure to exercise any of its rights under these Terms will be deemed a waiver or forfeiture of those rights.
g. To the extent that any provision of these Terms is determined to be illegal or unenforceable, the remainder of these Terms will remain in full force and effect.
h. Products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance or direct operation of a nuclear facility. Customer is solely liable if Products or Support purchased by Customer are used for these applications. Customer will indemnify and hold SepSolve harmless from all loss, damage, expense or liability in connection with such use.
i. On request the Customer must make its best endeavours to support SepSolve in identifying the end user of the product(s) should SepSolve be required to provide evidence to government agencies regarding embargoed individuals or organisations on official Sanctions lists.
j. These Terms constitute the entire agreement between SepSolve and Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customer’s additional or different terms and conditions will not apply. Customer’s purchase or license of Products and Support will constitute Customer’s acceptance of these Terms, which may not be changed except by an amendment signed by an authorised representative of each party.
k. SepSolve reserves the right to amend these Terms without prior notice.